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Roche increases offer price to approximately $6.7 billion
03-29-2012
SHARING OPTIONS:
SAN DIEGO—As the acquisition
process heads into its third month, Roche has finally consented to raise its
offer price for Illumina, Inc. in hopes that a bigger price tag will seal the
deal. Roche announced today that is has raised its offer for all outstanding
shares of Illumina’s common stock to $51 per share, for a total price of about
$6.7 billion.
The new offer represents a 15
percent premium over the original offer of $44.50 per share, and, according to
Roche, an “88 percent [premium] over Illumina’s closing stock price on Dec. 21,
2011, the day before market rumors about a potential transaction between Roche
and Illumina drove Illumina’s stock price significantly higher.”
“Based on our discussions
with Illumina shareholders we have seen interest to accelerate the takeover
process,” Severin Schwan, CEO of Roche, said in a press release. “As a result,
we are increasing our offer price to $51.00 per share. Roche’s preference
continues to be a negotiated transaction. We look forward to the possibility of
a swift completion that offers immediate value to Illumina’s shareholders.”
The decision follows several
staunch displays of refusal on Illumina’s part, from enacting a “poison pill”
defense to its refusal of the original offer. The most likely cause of the
increase is the realization that Illumina’s shareholders, like its board of
directors, were largely unimpressed with the original offer and unmoved by the
extensions. At the original expiration of the offer on Feb. 24, approximately
102,165 shares had been tendered, and by the second expiration on March 23,
that number had only increased to about 144,208.
Illumina has advised its
shareholders yet again to take no action and to not tender their shares to the
offer. The company announced that its board of directors will review the
revised proposal and make a recommendation after their examination.
Roche noted that the company
had had “a number of productive discussions with Illumina’s shareholders,” and
that it was “cognizant of your statements that you regarded our offer price of
$44.50 as insufficient.” It is Roche’s hope that the new price will turn the
tide, and that Illumina will agree that “interests of your shareholders and the
fiduciary responsibilities of you and your Board require that you agree to
enter into discussions with us.”
“If you continue to decline
to negotiate with us, we will have no choice but to continue our effort to
effect a transaction unilaterally,” Schwan continued in the letter. “However, I
strongly hope that you will either agree to commence discussions with us now or
remove all obstacles so that your shareholders can make their own
determinations about the adequacy of our increased offer.”
Goldman, Sachs & Co. and
Bank of America Merrill Lynch are serving as Illumina’s financial advisors
throughout this process, and Dewey & LeBoeuf LLP is serving as its legal
counsel. For its part, Roche has brought on Greenhill & Co., LLC and
Citigroup Global Markets, Inc. as its financial advisors and Davis Polk &
Wardwell LLP as its legal counsel. Code: E03291201 Back |
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